EXHIBIT 4 6.(b)
AMENDMENT NO. 2 TO CREDIT AGREEMENT
Amendment No. 2 (the "Amendment") is dated as of June 1, 1993, among CBI
Industries, Inc., a Delaware corporation (the "Company"), each Specified
Subsidiary that becomes a party to the Credit Agreement pursuant to Section
1.4, the financial institutions listed on the signature pages of this
Amendment under the heading "Banks" (such financial institutions, and any
successor financial institution that becomes a party to the Credit Agreement
(as hereinafter defined) pursuant to Section 4.16 or 10.7 of the Credit
Agreement, being hereinafter referred to as the "Banks"), and Ibis Investment,
Inc., as bid advance agent under the Credit Agreement (such bid advance agent
and any successor bid advance agent appointed pursuant to Section 9.8 of the
Credit Agreement being hereinafter referred to as the "Bid Advance Agent").
WITNESSETH
WHEREAS, the parties to this Amendment entered into that certain Credit
Agreement dated as of December 4, 1992, as amended by Amendment No. 1 dated
January 11, 1993 (the "Credit Agreement");
WHEREAS, the Company has requested a modification of the Current Ratio
covenant contained in Section 7.6 of the Credit Agreement, to be accomplished
by defining Consolidated Current Assets to include the unused portion of the
Commitment; and
WHEREAS, the Majority Banks and the Bid Advance Agent have consented to
an amendment to accomplish the above request.
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Unless otherwise specified herein, capitalized terms used but not
otherwise defined shall have the meaning ascribed thereto in the
Credit Agreement.
2. The Credit Agreement is amended to redefine the terms
"Consolidated Current Assets" and "Consolidated Current
Liabilities" in Section 1.1 of the Credit Agreement, as follows:
"Consolidated Current Assets and Consolidated Current Liabilities
means such assets and liabilities of the Company and its
Restricted Subsidiaries on a consolidated basis as shall be
determined in accordance with generally accepted accounting
principles to constitute current assets and current liabilities,
respectively, provided that:
(a) Consolidated Current Assets shall exclude the amount,
if any, by which earned revenues exceed related
progress billings, to the extent such item constitutes
an asset on the most recent balance sheet of the
Company;
(b) Consolidated Current Assets shall include the amount,
if any, by which the total Commitment of the Banks
exceeds the sum of outstanding Borrowings under the
Credit Agreement plus all outstanding commercial paper
of the Company;
(c) Consolidated Current Liabilities shall exclude the
amount, if any, by which progress billings exceed
related earned revenues to the extent that such items
constitutes a liability on the most recent balance
sheet of the Company; and
(d) Consolidated Current Liabilities shall include all
Guaranties in respect of Current Debt."
3. Except as amended herein, all other terms of the Credit Agreement
shall remain in full force and effect and are hereby ratified and
confirmed as so amended.
4. This Amendment may be executed in any number of counterparts, each
of which so executed shall be deemed an original, but all such
counterparts shall constitute one and the same instrument.
5. This Amendment shall be governed by, and construed in accordance
with, the internal laws (as distinguished from the conflicts of
laws rules) of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first written above.
CBI INDUSTRIES, INC.
By: /s/ Buel T. Adams
______________________________________
Buel T. Adams
Vice President and Treasurer
IBIS INVESTMENTS, INC.
By: Buel T. Adams
_______________________________________
Buel T. Adams
Vice President and Treasurer
BANKS:
BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION
By: /s/ Daniel J. Boote
_______________________________________
Daniel J. Boote
Vice President
By: /s/ M. Kathleen McVay
_______________________________________
M. Kathleen McVay
Vice President
CONTINENTAL BANK N.A.
By: /s/ G. William Marquardt
______________________________________
G. William Marquardt
Senior Vice President
ROYAL BANK OF CANADA
By: /s/ Patricia A. Herbig
______________________________________
Patricia A. Herbig
Manager
BANK OF MONTREAL, CHICAGO BRANCH
By: /s/ Hugh K. Brower
______________________________________
Hugh K. Brower
Director
THE NORTHERN TRUST COMPANY
By:
______________________________________
Elaine H. Moore
Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Steven R. Fercho
______________________________________
Steven R. Fercho
Vice President
CHEMICAL BANK
By: /s/ Christopher C. Wardell
______________________________________
Christopher C. Wardell
Managing Director
ABN-AMRO BANK, N.V.
By: /s/ John W. Stanger
______________________________________
John W. Stanger
Vice President
By: /s/ Catheryn N. Fuller
______________________________________
Catheryn N. Fuller
Vice President
BARCLAYS BANK PLC
By:
______________________________________
Olga Georgiev
Vice President
By:
______________________________________
Frank J. Sisinni
Vice President
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Sandra E. Horwitz
______________________________________
Sandra E. Horwitz
Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ Sandra E. Horwitz
______________________________________
Sandra E. Horwitz
Authorized Signature
SOCIETE GENERALE
By: /s/ Barbara S. Adelman
______________________________________
Barbara S. Adelman
Vice President
By: /s/ Charles M. Pierron
______________________________________
Charles M. Pierron
Regional Manager
GULF INTERNATIONAL BANK
By: /s/ Haytham F. Khalil
______________________________________
Haytham F. Khalil
Assistant Vice President
By: /s/ Issa N. Baconi
______________________________________
Issa N. Baconi
Senior Vice President & Branch Manager